UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 2
(Mark One)
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| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 31, 2010
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-4372
FOREST CITY ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
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| Ohio | | 34-0863886 |
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(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
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|
| Terminal Tower | | 50 Public Square | | |
| Suite 1100 | | Cleveland, Ohio | | 44113 |
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| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code 216-621-6060 |
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| Securities registered pursuant to Section 12(b) of the Act: | | |
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| Title of each class | | Name of each exchange on
which registered |
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| Class A Common Stock ($.33 1/3 par value) | | New York Stock Exchange |
| Class B Common Stock ($.33 1/3 par value) | | New York Stock Exchange |
| $100,000,000 Aggregate Principal Amount of 7.375% Senior Notes Due 2034 | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESþ NOo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YESo NOþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESþ NOo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: (Check one):
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| Large accelerated filerþ | | Accelerated filero | | Non-accelerated filero | | Smaller Reporting Companyo |
| | | | | (Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESo NOþ
The aggregate market value of the outstanding common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was $874,712,205.
The number of shares of registrant’s common stock outstanding on September 15, 2010 was 135,691,272 and 21,387,470 for Class A and Class B common stock, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders held on June 16, 2010 are incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended January 31, 2010.
Explanatory Paragraph
On March 30, 2010, Forest City Enterprises, Inc. (the “Company”) filed, with the Securities and Exchange Commission (the “SEC”), its Annual Report on Form 10-K for the fiscal year ended January 31, 2010 (the “Report”), as amended on Form 10-K/A filed April 28, 2010. As disclosed in the Report, the Company has two equity method investments that met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X as of January 31, 2010.
Amendment No. 2 to the Report is being filed solely to include the separate financial statements of Nets Sports and Entertainment, LLC (“NSE”) as provided in Exhibit 99.1 attached hereto. In connection with the filing of this Amendment No. 2 to the Report and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the currently dated certifications of the principal executive officer and principal financial officer of the Company are attached as exhibits hereto.
Item 15 is the only portion of the Report being supplemented or amended by this Form 10-K/A. Except as described above, this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures contained in the Report and does not otherwise reflect events occurring after the original filing date of the Report. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Report.
Part IV
Item 15. Exhibits and Financial Schedules
Item 15 of the Report filed on March 30, 2010, is amended by the addition of the following exhibits:
Exhibits
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| Exhibit | | |
| Number | | Description of Document |
| 23 | | Consent of PricewaterhouseCoopers LLP. |
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| 31.1 | | Principal Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2 | | Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1 | | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 99.1 | | Nets Sports and Entertainment, LLC and Subsidiaries Consolidated Balance Sheets at June 30, 2010 and 2009, and Consolidated Statements of Operations, Consolidated Statements of Members’ Equity (Deficit), and Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2010, 2009 and 2008, including the Notes thereto. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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FOREST CITY ENTERPRISES, INC.
(Registrant)
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| Date: September 17, 2010 | BY: | | /s/ Charles A. Ratner | |
| | | | (Charles A. Ratner, President and
Chief Executive Officer) |
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EXHIBITS FILED HEREWITH
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| Exhibit | | | | |
| Number | | | | Description of Document | |
| 23 | | - | | Consent of PricewaterhouseCoopers LLP. |
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| 31.1 | | - | | Principal Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2 | | - | | Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1 | | - | | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 99.1 | | - | | Nets Sports and Entertainment, LLC and Subsidiaries Consolidated Balance Sheets at June 30, 2010 and 2009, and Consolidated Statements of Operations, Consolidated Statements of Members’ Equity (Deficit), and Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2010, 2009 and 2008, including the Notes thereto. |
